Course Title: Define and research the application of corporations law
Part B: Course Detail
Teaching Period: Term2 2019
Course Code: LAW5723
Course Title: Define and research the application of corporations law
School: 650T Vocational Business Education
Campus: City Campus
Program: C6141 - Advanced Diploma of Legal Practice
Course Contact: Robert Sheen
Course Contact Phone: +61 3 9925 5759
Course Contact Email: robert.sheen@rmit.edu.au
Name and Contact Details of All Other Relevant Staff
Eugene De'Grey
Nominal Hours: 50
Regardless of the mode of delivery, represent a guide to the relative teaching time and student effort required to successfully achieve a particular competency/module. This may include not only scheduled classes or workplace visits but also the amount of effort required to undertake, evaluate and complete all assessment requirements, including any non-classroom activities.
Pre-requisites and Co-requisites
None
Course Description
This unit describes the skills and knowledge required to apply areas of company and associations law in order to support relevant operations of a legal office, financial institution, accounting office, government department or authority or corporate section.
This unit supports the work of personnel engaged in the operation of a legal office, financial institution, accounting office, government department or authority, or associated fields within public and/or corporate sectors.
National Codes, Titles, Elements and Performance Criteria
National Element Code & Title: |
VU21649 Define and research the application of corporations law |
Element: |
1.Research the development of company law |
Performance Criteria: |
1.1 Define a company and compare and contrast it with other types of business organisations with reference to sole proprietorship, partnership and trust 1.2 Analyse the development of company law in Australia, including the development of supplementary legislation and regulations 1.3 Analyse the administration of company law and the role of the Australian Securities and Investments Commission 1.4 Identify and distinguish the types of companies 1.5 Determine the nature of the types of companies and identify main differentiating features of types of companies |
Element: |
10.Analyse the legal nature of incorporated associations |
Performance Criteria: |
10.1 Specify and discuss the legal nature of unincorporated associations and distinguish these from companies and incorporated structures 10.2 Analyse the powers, duties and liabilities of members and office bearers of unincorporated associations 10.3 Analyse the legal consequences of incorporating an association |
Element: |
2.Analyse and apply the concept of corporate liability |
Performance Criteria: |
2.1 Assess, and discuss for application, the extent of liability to outsiders of companies and members of companies under the principle of separate corporate personality 2.2 Evaluate and discuss the significance of the corporate veil principle and its application by the courts 2.3 Research and discuss the advantages and disadvantages of the corporate veil principle in corporate and commercial practice, and contrast these from the legal positions of unincorporated businesses |
Element: |
3.Determine and apply the procedure to register a company |
Performance Criteria: |
3.1 Resolve the authority, duties and liabilities of a promoter of a company and discuss the law governing pre-registration contracts 3.2 Identify the steps relevant to the registration of a company, and associated requirements concerning: • application for registration • the company name • constitution or the replaceable rules • consent to act as director • registered office • certificate of registration / certificate of incorporation 3.3 Apply the procedure necessary to register a company and complete the steps required by ASIC 3.4 Analyse the nature of a company's internal governance rules, including the question of whether a company should adopt a constitution or utilise the replaceable rules |
Element: |
4.Identify and apply the regulation of shares and shareholdings |
Performance Criteria: |
4.1 Specify the nature and regulation of shares and shareholdings with reference to: • acquiring and ceasing membership • share capital • classes of shares • issue, allotment, transfer and transmission of shares • dividends • capital maintenance 4.2 Analyse the role and regulation of members' meetings, including the power to initiate a meeting, notice, voting and resolutions 4.3 Identify the rights, obligations and remedies of members |
Element: |
5.Examine and apply the regulation of company finance |
Performance Criteria: |
5.1 Specify and apply the nature and regulation of the sources of company finance, and compare their advantages and disadvantages 5.2 Analyse and apply the nature and regulation of capital raising through debentures and public securities 5.3 Identify the nature of raising capital from the public through the issue of company securities and describe and apply the disclosure requirements that govern their issue |
Element: |
6.Analyse and apply the regulation of company management |
Performance Criteria: |
6.1 Outline and evaluate the role and regulation of company directors 6.2 Analyse and discuss the role and regulation of board meetings, including the power to initiate a meeting, notice, voting and resolutions 6.3 Specify the role and duties of company secretaries and company's other officers 6.4 Identify the role of a company auditor |
Element: |
7.Analyse the regulation of company takeovers |
Performance Criteria: |
7.1 Specify when an acquisition of shares is prohibited or regulated 7.2 Identify the purposes for the regulation of takeovers 7.3 Classify the valid methods of share acquisition |
Element: |
8.Examine the reasons for external administration of a company |
Performance Criteria: |
8.1 Identify the nature of, and rationale for, a company being subject to a creditors' scheme of arrangement 8.2 Analyse why and when a receiver, receiver and manager, or controller may be appointed and the consequences for the company and other affected parties 8.3 Analyse why a company may undergo voluntary administration and the consequences for the company and other affected parties |
Element: |
9.Analyse and apply the processes of liquidation and/or winding up of a company |
Performance Criteria: |
9.1 Specify and discuss the reasons for winding up a company 9.2 Classify the different types of winding up and how they are initiated, with particular analysis of winding up in insolvency 9.3 Assess the process and effects of winding up a company 9.4 Identify and ensure the rights of secured and unsecured creditors under a winding up 9.5 Identify the manner of appointment of a company liquidator, their qualifications powers, duties and liabilities |
Learning Outcomes
Details of Learning Activities
A range of learning activities are planned for this course including self-paced and collaborative classroom-based activities.
The self-paced activities will be delivered through various technology platforms and may include your contribution to wikis and discussion threads, reflective journals, quizzes and interactive sessions.
The collaborative classroom-based activities will include group discussions, group problem-solving activities and opportunities to practice your skills in a simulated/real workplace environment. We expect you to participate and contribute in all scheduled learning activities.
Teaching Schedule
Induction Session
Prior to training commencement a program level induction session will be conducted that comprises the following:
- Program overview and requirements
- MyRMIT/Canvas
- Overview of assessment requirements
- Pre-Training Review including:
- Recognition of Prior Learning and Credit Transfers
- Assessment of current skills and knowledge
- Competency/Grading Criteria
- Plagiarism
- Appeals
- Extensions
- Feedback
- Privacy
- Submission requirements
- Resubmission policy
- Where to get support
- Student responsibilities
Law 5723 Define and research the Application of Corporations Law
Week No. |
Topic: |
Assessment tasks |
1 |
Nature and sources of company law. The concepts of separate personality and the corporate veil Basic corporations law terms |
|
2 |
Comparison with other business organisations. Incorporated Associations |
|
3 |
The different types of companies Promoters Role of ASIC. |
Assessment Task 1 Task 1 to be distributed. Due to be submitted in Week 6 |
4 |
Registration of companies, Internal governance/the company constitution, Introduction to directors |
|
5 |
Dealings with outsiders Shares and Shareholding |
|
6 |
Shares and Shareholding, Members rights, obligations and remedies, Members meetings |
Assessment Task 1to be submitted You will receive the feedback in week 7. If required, resubmission for this assessment is due by the end of week 8. |
7 |
Company Finance, share issues, debentures and charges |
|
8 |
Company management – Directors, company officers |
Assessment Task 2 to be distributed. Due Week 11 |
9 |
Company management – Directors, company officers |
|
10 |
Takeovers |
|
11 |
External Receivership |
Assessment Task 2 to be submitted You will receive the feedback in week 12. If required, resubmission for this assessment is due by the end of week 13. |
12 |
External Administration |
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13 |
External Liquidation/Winding Up |
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14 |
Revision |
|
15 |
Open Book Test |
Open Book Test 2 hours plus 10 minutes reading time on topics in weeks 10 to 14 You will receive the feedback in week 16. If required, resubmission for this assessment is due by the end of week 17. |
16 |
Feedback and Resubmissions/resits |
|
17 |
Feedback and Resubmissions/resits |
|
The nominal hours associated with this are a guide only and represent the total teaching time and student effort required to successfully complete this course. This may include not only scheduled classes but also the amount of effort required to undertake, evaluate and complete all assessment requirements, including any non-classroom activities.
Learning Resources
Prescribed Texts
References
Anderson Colin, Dickfos Jennifer, Hyland Margaret, Nehme Marina, Dahdal Andrew, Corporations Law 5th Edition Lexis Nexis Butterworths – 2016. |
|
Fitzpatrick Jeffrey F, Symes Christopher F, Veljanovski Angelo, Parker David, Business and Corporations Law 2nd Edition – 2014 |
Other Resources
Overview of Assessment
Critical aspects for assessment and evidence required to demonstrate competency in this unit
In order to demonstrate competency in this unit, you must provide evidence of:
• knowledge of corporate liability, including the principles of separate corporate personality and the corporate veil
• knowledge of authority, duties and liabilities of company promoters and pre-registration contracts legal requirements
• knowledge of the regulation of company finance in terms of shares and shareholding
• knowledge of powers, responsibilities and liabilities of parties involved in an external administration of a company
• assessing issues of company registration and governance and applying relevant regulations and provisions
• assessing issues of company takeovers, external administration and winding up, and applying relevant regulations and provisions
• knowledge of types of companies, registration, governance and liabilities
• knowledge of regulations concerning company takeovers, external administration, liquidation and winding-up
• knowledge of legal nature of incorporated associations
• knowledge of the nature and principles of relevant Corporations Law
Context for assessment
Assessment must ensure:
• activities are related to a legal practice context
• activities are related to laws, regulations and procedures currently operating across the jurisdictions relevant to this qualification
You are advised that you are likely to be asked to personally demonstrate your assessment work to your teacher to ensure that the relevant competency standards are being met.
Feedback
Feedback will be provided throughout the semester in class and/or online discussions. You are encouraged to ask and answer questions during class time and online sessions so that you can obtain feedback on your understanding of the concepts and issues being discussed.
You should take note of all feedback received and use this information to improve your learning effectiveness and final performance in the course.
Finally, you can email or arrange an appointment with your teacher to gain more feedback on your progress.
Assessment Tasks
Assessment Task 1 – Research Assignment (Due Week 6)
For this assessment task you will investigate aspects of the regulation of corporations’ law in Australia and to submit a written report on several corporations’ law principles and concepts. You will be required to undertake research of case law and complete relevant company documentation online (ASIC Form 201) and attach copies of the forms to your assessment.
The topics for this assessment task cover classes 1 – 4.
Assessment Task 2 - Portfolio Task (Due Week 11)
For this assessment task you will research case law and provide advice to a series of case studies that address legal issues covered in weeks 6 – 10. This assessment task aims to prepare you to find and access as well as complete company documents as required by ASIC
Assessment Task 3 -In class assessment (Due Week 15)
This assessment task will be conducted during your normal scheduled class time in Week 15. You will be asked to answer a series of questions on legal issues covered in the topics weeks 11 - 13. The assessment will include multiple choice, concept based & case study questions.
You must satisfactorily complete all assessment tasks in order to achieve competency.
Assessment Matrix
The assessment matrix that maps all the assessment is available on CANVAS.
Other Information
Submission Requirements
You should:
- Ensure that you submit assessments on or before the due date.
- Always retain a copy of your assessment tasks. (hard copy and soft copy)
- When you submit work for assessment at RMIT University you need to use the Assessment task document that includes a declaration and statement of authorship.
- Each page of your assessment should include footer with your name, student number, the title of the assessment, unit code and title and page numbers.
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Late Submission Procedures You are required to submit assessment items and/or ensure performance based assessment is completed by the due dates. If you are prevented from submitting an assessment item on time, by circumstances outside your control, you may apply in advance to your teacher for an extension to the due date of up to seven calendar days. More Information: https://www.rmit.edu.au/students/student-essentials/assessment-and-exams/assessment/extensions-of-time-for-submission-of-assessable-work Where an extension of greater than seven days is needed, you must apply for Special Consideration. Applications for special consideration must be submitted no later than two working days after the assessment task deadline or scheduled examination. More Information: https://www.rmit.edu.au/students/student-essentials/assessment-and-exams/assessment/special-consideration
Resubmissions (VE Programs): If you are found to be unsuccessful in a particular Course Assessment Task (or you do not submit/attend) you will be allowed one resubmission. Your teacher will provide feedback regarding what you need to do to improve and will set a new deadline for the resubmission. If you are still not meeting the assessment requirements you must apply to your Program Manager in writing outlining the steps you will take to demonstrate competence in your course. Your submission will be considered by the Program Team and you will be advised of the outcome as soon as possible. Re-submissions Successful re-submissions will contribute a CA only (Competency)to your overall grade for the course. Adjustments to Assessment In certain circumstances students may be eligible for an assessment adjustment. For more information about the circumstances under which the assessment arrangements might be granted please access the following website:
Final Results
You must demonstrate that you have all the required skills/knowledge/elements in the unit of competency you are studying.
You will receive feedback on each assessment task that will inform you about your progress and how well you are performing.
The following grades are available for this course:
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Course Overview: Access Course Overview